Purchase and Sale of the Xxxxx Interests and GPS Interests Sample Clauses

Purchase and Sale of the Xxxxx Interests and GPS Interests. Upon the terms and subject to the conditions set forth in this Agreement, (a) Xxxxx NewCo shall sell, assign, transfer and convey to the Buyer (or its designee), free and clear of any Liens, and the Buyer (or its designee) shall purchase and acquire from Xxxxx NewCo, all of the Xxxxx Interests owned by Xxxxx NewCo in exchange for (i) a cash payment to Xxxxx NewCo at the Closing equal to the Xxxxx Estimated Purchase Price and (ii) any amounts payable to Xxxxx NewCo pursuant to Section 2.4(d) or Section 2.5, minus any amount owed by Xxxxx NewCo pursuant to Section 2.4(d), and (b) GPS NewCo shall sell, assign, transfer and convey to the Buyer (or its designee), free and clear of any Liens, and the Buyer (or its designee) shall purchase and acquire from GPS NewCo, all of the GPS Interests owned by GPS NewCo, in exchange for (i) a cash payment to GPS NewCo at the Closing equal to the GPS Estimated Purchase Price and (ii) any amounts payable to GPS NewCo pursuant to Section 2.4(e) or Section 2.5, minus any amounts owed by GPS NewCo pursuant to Section 2.4(e).
Sample 1
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Related to Purchase and Sale of the Xxxxx Interests and GPS Interests

  • EFFECT ON FUND ACCOUNTING AGREEMENT In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.

  • Representations and Warranties Borrower represents and warrants as follows:

  • Confirmation of Agreement Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  • RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • NOW, THEREFORE the parties hereto agree as follows:

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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